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"Freedom's just another word for nothin' left to lose," Kris Kristofferson sings in his most beguiling song, "Me and Bobby McGee." Stephen Frears's The Hi-Lo Country tries in vain to be just as lyrical about love and liberty. In this twentieth-century Western, a cattle rancher named Pete (Billy Crudup) narrates...
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"Freedom's just another word for nothin' left to lose," Kris Kristofferson sings in his most beguiling song, "Me and Bobby McGee." Stephen Frears's The Hi-Lo Country tries in vain to be just as lyrical about love and liberty. In this twentieth-century Western, a cattle rancher named Pete (Billy Crudup) narrates the short, unhappy life of his cantankerous best pal, Big Boy (Woody Harrelson), and Big Boy's affair with a knockout named Mona (Patricia Arquette), the married woman who enthralls both men. It could have been called Me and Big Boy Matson.

The setup should be perfect for a tale of unleashed passion. In post-World War II New Mexico, where the film is set, there is nothing left to lose. While these boys were at war, a ruthless cattleman named Jim Ed Love (Sam Elliott) bought up land and modernized operations, making it impossible for small ranchers like them to compete in the marketplace. For as long as he can, Big Boy, a natural horseman and cowpoke, is determined to work and live as heartily as the old-time cowboys who taught him. That means conducting wasteful cattle drives instead of loading his stock onto trucks; it also means having an affair with the wife of Jim Ed's foreman.

Pete is so in awe of Big Boy and indebted to him that it's hard to tell whether he cares more for the sex-charged, elusive Mona or the giant-hearted Big Boy. A straight-shooting beauty named Josepha (Penelope Cruz) virtually lays herself at Pete's feet. But Pete can't keep his mind off Mona or the bond he imagines she and Big Boy share: a pagan lust that Jim Ed's gang can never squelch. It's a volcanic, frontier-Brontë sort of love.

Sadly, no matter how hard Pete pushes the word "freedom" in his narration, the movie lacks the exhilaration of emotional release. Frears has taken a roistering novel that Sam Peckinpah wanted to film for years and turned it into a polished, lifeless curio.

Max Evans's 1961 book is a teeming piece of Americana. It isn't merely about the last stand of the good ol' cowboy; it also concerns the persistence of Old West eccentricity and plainspoken individuality. What's ticklish as well as truthful about the novel is the way its romantic pentagon (Big Boy, Mona, Pete, Josepha and Mona's husband) settles into a communal tragicomedy. Evans's book is more akin to Steinbeck's Cannery Row or Tortilla Flat than it is to a conventional Western. One moment Pete is describing a tryst with Josepha, the next he's rattling off a series of anecdotes about a local character named Horsethief Willy, who marked his retirement from the rodeo by pretending that a bull was tearing off his leg. To get acquainted with men like him, Pete says in the book's narration, "is to begin to understand the Hi Lo country." But you never understand the "Hi Lo country" in this movie, because the film subordinates everyone and everything to the plot. (Jim Ed would applaud this efficiency.)

Walon Green, a gifted writer for screens big (1982's The Border) and small (Law & Order, NYPD Blue), seemed the perfect choice to adapt the novel. After all, he scripted Peckinpah's masterpiece The Wild Bunch (1969). No less an authority than Evans has said, "Walon was the first to break the back of the story...Walon captured the soul of the story." Green does a surgically clean job of backbreaking. But Evans himself may not realize how the "soul of the story" is embedded in its wildly curving spine. The movie removes the novel's crucial vertebrae--a whole range of citizens exercising earthy intuitions. And it cripples the picaresque charm of men and women careening unself-consciously from Hi-Lo crises to hijinks.

A filmmaker of Peckinpah's expansive stamp might have pressed the brawling community and volatile landscape into the raw juice of the love story. But Frears goes for crabbed intensity, not rambunctious feeling. And the atmospherics here are disappointing. Frears may have scoured the Southwest for photogenic locations, but as a director, he never puts you there. So the love story stands alone, taking on an unwarranted weight.

When Mona tries to explain why she adores Big Boy, she says that "there are no fancy words for it"; they simply "fit" or "mesh." That's the only explanation, and it's smothered in Arquette's fuzzy expressions and halting line readings. It's as if she seeks a poetic resonance worthy of the movie's misbegotten gravity. She doesn't get there. And that leaves Pete looking ridiculous. For the film to work, we needn't share his obsession with Mona, but we should understand why it's consuming him. Instead, we wonder why he'd risk insulting the desirable Josepha to sleep with this confused woman.

Since Mona's husband (John Diehl) works for bigshot Jim Ed, the town's have-nots side with Big Boy. Too bad the brawls and faceoffs are as choreographed as the ones in West Side Story. For a film that celebrates men stomping merrily through wide-open spaces, there's scarcely any action. And that smidgen is overly symbolic. Frears merely illustrates the acts that should be the guts of the movie and the basis of Big Boy's myth. He fails to convey the hazardous beauty and excitement of one last great cattle drive or a trek through a blinding blizzard. Still, Frears's studied imagery alone can't account for the movie's flatness. What's fatal is his covert moralism. He pulls back from his characters' ferocious appetites. For example, in one of the book's reckless high points, Big Boy unintentionally kills Jim Ed's weak-hearted money man with a sadistic, exorbitant poker bet. In the film, Frears directs the scene for ominous foreboding, not black comedy; he won't let us savor the sardonic pleasure Big Boy takes in this homicidal stroke of luck. Peckinpah had a genius for catching you up in the mixed virtues and passions of his characters and then forcing you to face the outcome. In this picture, Frears tips his hand--something he never did in dynamic work such as My Beautiful Laundrette (1986), Dangerous Liaisons (1988), The Grifters (1990) or the underrated Mary Reilly (1996).

We can't be sure who'll pull the trigger, but we know that Big Boy will be shot. The way Frears and Green have winnowed down the subplots, the climactic twist comes as no surprise. And the actors don't have the wiggle room to hit on revelations of their own. Harrelson at least lives up to the role of an irresistible life force; he energizes the film with his unsettling point-counterpoint of physical menace and skewed humor. But Crudup, so charismatic in Robert Towne's neglected Without Limits, turns into a mope; he's only wonderful here when the whole sorry mess is behind him. Elliott looks promising as Jim Ed Love but gets stranded in a single slimy smile. It's as if he's posing for a rogues' gallery.

Lee Marvin once told Evans that he didn't understand why Peckinpah kept buying the rights to The Hi-Lo Country when he'd already stolen the novel for an hour-long TV road comedy called The Losers. When Evans countered that all Peckinpah had filched was a farcical coon hunt, Marvin replied, "That's the best part of the book." The coon hunt doesn't make it into the film. This movie is wrongheadedly severe. When Pete sums it up and says he'll always remember the good times, you can't remember any.

The Hi-Lo Country.
Directed by Stephen Frears. Written by Walon Green, from the novel by Max Evans. Starring Woody Harrelson, Billy Crudup and Patricia Arquette.

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